SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2001 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to _____________ Commission file number: 0-30535 GRAYSON BANKSHARES, INC. (Exact Name of Registrant as Specified in its Charter) Virginia 54-1647596 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 113 West Main Street Independence, Virginia 24348 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (540) 773-2811 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No _____ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 2001. 1,718,968 shares of common stock, par value $1.25 per share GRAYSON BANKSHARES, INC. TABLE OF CONTENTS Page No. Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets September 30, 2001 and December 31, 2000....................................3 Consolidated Statements of Income For the Nine Months Ended September 30, 2001 and 2000 and For the Three Months Ended September 30, 2001 and 2000......................4 Consolidated Statements of Stockholders' Equity For the Nine Months Ended September 30, 2001 and the Year Ended December 31, 2000............................................6 Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2001 and 2000.......................7 Notes to Consolidated Financial Statements..................................8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................................................10 Item 3. Quantitative and Qualitative Disclosures About Market Risk.................11 Part II. Other Information Item 1. Legal Proceedings..........................................................13 Item 2. Changes in Securities and Use of Proceeds..................................13 Item 3. Defaults Upon Senior Securities............................................13 Item 4. Submission of Matters to a Vote of Security Holders........................13 Item 5. Other Information..........................................................13 Item 6. Exhibits and Reports on Form 8-K...........................................13 Signatures 2 Part I: Financial Information Item 1: Financial Statements ================================================================================ Grayson Bankshares, Inc. and Subsidiary Consolidated Balance Sheets September 30, 2001 and December 31, 2000 - -------------------------------------------------------------------------------- September 30, December 31, Assets 2001 2000 ------------- ------------- (Unaudited) (Audited) Cash and due from banks $ 6,588,538 $ 4,993,526 Interest-bearing deposits with banks - - Federal funds sold 10,945,910 7,820,438 Investment securities available for sale 23,427,664 18,718,706 Investment securities held to maturity 7,296,916 9,965,781 Restricted equity securities 81,750 81,750 Loans, net of allowance for loan losses of $1,742,283 at September 30, 2001 and $1,760,999 at December 31, 2000 140,211,714 133,071,889 Property and equipment, net 2,786,014 2,792,981 Accrued income 1,929,733 1,681,910 Other assets 1,021,938 1,190,831 ------------- ------------- $ 194,290,177 $ 180,317,812 ============= ============= Liabilities and Stockholders' Equity Liabilities Demand deposits $ 19,403,293 $ 18,674,556 Interest-bearing demand deposits 14,525,243 14,059,974 Savings deposits 29,993,273 29,837,478 Large denomination time deposits 29,002,640 26,580,744 Other time deposits 78,853,957 70,437,348 ------------- ------------- Total deposits 171,778,406 159,590,100 Accrued interest payable 721,055 294,583 Other liabilities 655,127 795,468 ------------- ------------- 173,154,588 160,680,151 Commitments and contingencies Stockholders' equity Preferred stock, $25 par value; 500,000 shares authorized; none issued - - Common stock, $1.25 par value; 5,000,000 shares authorized; 1,718,968 shares issued and outstanding in 2001 and 2000 2,148,710 2,148,710 Surplus 521,625 521,625 Retained earnings 18,045,505 16,986,754 Accumulated other comprehensive income (loss) 419,749 (19,428) ------------- ------------- 21,135,589 19,637,661 ------------- ------------- $ 194,290,177 $ 180,317,812 ============= ============= See Notes to Consolidated Financial Statements 3 ================================================================================ Grayson Bankshares, Inc. and Subsidiary Consolidated Statements of Income For the Nine Months ended September 30, 2001 and 2000 - -------------------------------------------------------------------------------- Nine Months Ended September 30, 2001 2000 ------------- ------------- (Unaudited) (Unaudited) Interest income: Loans and fees on loans $ 8,921,169 $ 8,283,122 Federal funds sold 272,592 297,698 Investment securities: Taxable 844,043 756,486 Exempt from federal income tax 351,591 479,940 Deposits with banks - - ------------- ------------- 10,389,395 9,817,246 Interest expense: Deposits 5,492,367 4,953,432 Interest on borrowings - - ------------- ------------- 5,492,367 4,953,432 Net interest income 4,897,028 4,863,814 Provision for loan losses 205,000 200,000 ------------- ------------- Net interest income after provision for loan losses 4,692,028 4,663,814 ------------- ------------- Noninterest income: Service charges on deposit accounts 247,576 138,750 Other income 76,550 76,214 ------------- ------------- 324,126 214,964 ------------- ------------- Noninterest expense: Salaries and employee benefits 1,927,115 1,814,290 Occupancy expense 98,581 79,133 Equipment expense 263,158 195,256 Other expense 764,255 617,130 ------------- ------------- 3,053,109 2,705,809 Income before income taxes 1,963,045 2,172,969 Income tax expense 560,500 521,000 ------------- ------------- Net income $ 1,402,545 $ 1,651,969 ============= ============= Basic earnings per share $ .82 $ .96 ============= ============= Weighted average shares outstanding 1,718,968 1,718,968 ============= ============= See Notes to Consolidated Financial Statements 4 ================================================================================ Grayson Bankshares, Inc. and Subsidiary Consolidated Statements of Income For the Three Months ended September 30, 2001 and 2000 - -------------------------------------------------------------------------------- Three Months Ended September 30, 2001 2000 ------------- ------------- (Unaudited) (Unaudited) Interest income: Loans and fees on loans $ 2,988,478 $ 2,937,195 Federal funds sold 71,580 68,240 Investment securities: Taxable 294,072 253,826 Exempt from federal income tax 114,883 149,411 Deposits with banks - - ------------- ------------- 3,469,013 3,408,672 Interest expense: Deposits 1,804,636 1,747,280 Interest on borrowings - - ------------- ------------- 1,804,636 1,747,280 Net interest income 1,664,377 1,661,392 Provision for loan losses 70,000 80,000 ------------- ------------- Net interest income after provision for loan losses 1,594,377 1,581,392 ------------- ------------- Noninterest income: Service charges on deposit accounts 83,717 60,691 Other income 27,545 27,086 ------------- ------------- 111,262 87,777 ------------- ------------- Noninterest expense: Salaries and employee benefits 637,905 599,443 Occupancy expense 33,128 26,691 Equipment expense 90,669 59,294 Other expense 230,562 219,304 ------------- ------------- 992,264 904,732 ------------- ------------- Income before income taxes 713,375 764,437 Income tax expense 203,500 214,000 ------------- ------------- Net income $ 509,875 $ 550,437 ============= ============= Basic earnings per share $ .30 $ .32 ============= ============= Weighted average shares outstanding 1,718,968 1,718,968 ============= ============= See Notes to Consolidated Financial Statements 5 ================================================================================ Grayson Bankshares, Inc. and Subsidiary Consolidated Statements of Stockholders' Equity For the Nine Months ended September 30, 2001 (unaudited) and the Year ended December 31, 2000 (audited) - -------------------------------------------------------------------------------- Accumulated Common Stock Other ------------ Retained Comprehensive Shares Amount Surplus Earnings Income (Loss) Total ------ ------ ------- -------- ------------- ----- Balance, December 31, 1999 1,718,968 $ 2,148,710 $ 521,625 $ 15,559,063 $ (339,326) $ 17,890,072 Comprehensive income Net income - - - 2,063,709 - 2,063,709 Net change in unrealized depreciation on investment securities available for sale, net of taxes of $164,796 - - - - 319,898 319,898 ------------ Total comprehensive income 2,383,607 Dividends paid ($.37 per share) - - - (636,018) - (636,018) ---------- ---------- ---------- ------------- ------------- ------------ Balance, December 31, 2000 1,718,968 2,148,710 521,625 16,986,754 (19,428) 19,637,661 Comprehensive income Net income - - - 1,402,545 - 1,402,545 Net change in unrealized depreciation on investment securities available for sale, net of taxes of $226,243 - - - - 439,177 439,177 ------------ Total comprehensive income 1,841,722 Dividends paid ($.20 per share) - - - (343,794) - (343,794) ---------- ---------- ---------- ------------- ------------- ------------ Balance, September 30, 2001 1,718,968 $2,148,710 $ 521,625 $ 18,045,505 $ 419,749 $ 21,135,589 ========== ========== ========== ============= ============= ============ See Notes to Consolidated Financial Statements 6 ================================================================================ Grayson Bankshares, Inc. and Subsidiary Consolidated Statements of Cash Flows For the Nine Months ended September 30, 2001 and 2000 - -------------------------------------------------------------------------------- Nine Months Ended September 30, 2001 2000 ------------- ------------- (Unaudited) (Unaudited) Cash flows from operating activities: Net income $ 1,402,545 $ 1,651,969 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 223,200 170,400 Provision for loan losses 205,000 200,000 Deferred income taxes 36,500 (67,000) Net realized gains on securities (2,792) (4,738) Accretion of discount on securities, net of amortization of premiums 24,444 7,086 Deferred compensation 7,547 44,848 Changes in assets and liabilities: Accrued income (247,823) (470,923) Other assets (93,850) (51,536) Accrued interest payable 426,472 441,559 Other liabilities (147,888) (18,009) ------------- ------------- Net cash provided by operating activities 1,833,355 1,903,656 ------------- ------------- Cash flows from investing activities: (Increase) decrease in interest-bearing deposits with banks - - Net (increase) decrease in federal funds sold (3,125,472) 3,541,752 Purchases of investment securities (10,573,226) (1,904,605) Sales of investment securities 2,401,407 380,500 Maturities of investment securities 6,775,494 2,712,392 Net increase in loans (7,344,825) (13,563,036) Purchases of property and equipment, net of sales (216,233) (708,080) ------------- ------------- Net cash used in investing activities (12,082,855) (9,541,077) ------------- ------------- Cash flows from financing activities: Net increase (decrease) in demand, savings and NOW deposits 1,349,801 (147,581) Net increase in time deposits 10,838,505 5,919,256 Dividends paid (343,794) (309,414) Net increase (decrease) in short-term debt - - ------------- ------------- Net cash provided by financing activities 11,844,512 5,462,261 ------------- ------------- Net increase (decrease) in cash and cash equivalents 1,595,012 (2,175,160) Cash and cash equivalents, beginning 4,993,526 7,773,049 ------------- ------------- Cash and cash equivalents, ending $ 6,588,538 $ 5,597,889 ============= ============= Supplemental disclosure of cash flow information: Interest paid $ 5,065,895 $ 4,511,873 ============= ============= Taxes paid $ 507,290 $ 580,500 ============= ============= See Notes to Consolidated Financial Statements 7 ================================================================================ Grayson Bankshares, Inc. and Subsidiary Notes to Consolidated Financial Statements - -------------------------------------------------------------------------------- Note 1. Organization and Summary of Significant Accounting Policies Organization Grayson Bankshares, Inc. (the Company) was incorporated as a Virginia corporation on February 3, 1992 to acquire the stock of The Grayson National Bank (the Bank). The Bank was acquired by the Company on July 1, 1992. The Bank was organized under the laws of the United States in 1900 and currently serves Grayson County, Virginia and surrounding areas through six banking offices. As an FDIC insured, National Banking Association, the Bank is subject to regulation by the Comptroller of the Currency. The Company is regulated by the Federal Reserve. The consolidated financial statements as of September 30, 2001 and for the periods ended September 30, 2001 and 2000 included herein, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the information furnished in the interim consolidated financial statements reflects all adjustments necessary to present fairly the Company's consolidated financial position, results of operations, changes in stockholders' equity and cash flows for such interim periods. Management believes that all interim period adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the Company's audited financial statements and the notes thereto as of December 31, 2000, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. The accounting and reporting policies of the Company and the Bank follow generally accepted accounting principles and general practices within the financial services industry. Principles of Consolidation The consolidated financial statements include the accounts of the Company and the Bank, which is wholly owned. All significant, intercompany transactions and balances have been eliminated in consolidation. Note 2. Allowance for Loan Losses The following is an analysis of the allowance for loan losses for the nine months ended September 30. 2001 2000 ------------- ------------- Balance, beginning $ 1,760,999 $ 1,731,096 Provision charged to expense 205,000 200,000 Recoveries of amounts charged off 58,612 43,402 Amounts charged off (282,328) (101,747) ------------- ------------- Balance, ending $ 1,742,283 $ 1,872,751 ============= ============= 8 ================================================================================ Grayson Bankshares, Inc. and Subsidiary Notes to Consolidated Financial Statements - -------------------------------------------------------------------------------- Note 3. Income Taxes A reconciliation of income tax expense computed at the statutory federal income tax rate to income tax expense included in the statements of income for the nine months ended September 30, 2001 and 2000 follows: 2001 2000 ------------- ------------- Tax at statutory federal rate $ 667,435 $ 738,809 Tax exempt interest income (119,541) (163,180) Alternative minimum tax credit - (77,064) Other 12,606 22,435 ------------- ------------- $ 560,500 $ 521,000 ============= ============= Note 4. Commitments and Contingencies Financial Instruments with Off-Balance-Sheet Risk The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, credit risk in excess of the amount recognized in the consolidated balance sheets. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as for on-balance-sheet instruments. A summary of the Bank's commitments at September 30, 2001 and 2000 is as follows: 2001 2000 ------------- ------------- Commitments to extend credit $ 5,421,965 $ 3,930,983 Standby letters of credit - - ------------- ------------- $ 5,421,965 $ 3,930,983 ============= ============= Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the party. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate and income-producing commercial properties. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required in instances which the Bank deems necessary. 9 ================================================================================ Part I: Financial Information Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------------------- General The following discussion provides information about the major components of the results of operations and financial condition of the Company. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this report. Results of Operations Total interest income increased by $60,341 for the quarter ended September 30, 2001 compared to the quarter ended September 30, 2000, while interest expense on deposits increased by $57,356 over the same period. This resulted in an increase in net interest income of only $2,985 or 0.18%. This was due to the lower net interest margins resulting from the rapid decline in interest rates in 2001, as well as an increase in the percentage of higher yielding time deposits. Other income was up $23,485, or 26.76% in the third quarter of 2001 compared to the third quarter of 2000. This is a result of increases in service charges, which were implemented midway through the third quarter of 2000. The provision for credit losses was $70,000 for the quarter ended September 30, 2001 and $80,000 for the quarter ended September 30, 2000. Management believes that the provision and the resulting allowance for loan losses are adequate. Other expenses increased by $87,532 for the quarter ended September 30, 2001 compared to the quarter ended September 30, 2000. This increase is due primarily to increased operating costs associated with the opening of a new branch in the 4th quarter of 2000. The decrease in net interest income combined with an increase in other expenses resulted in a decrease in net income before tax of $51,062 for the third quarter of 2001, compared to the same quarter in 2000. For the nine months ended September 30, 2001, total interest income increased by $572,149 compared to the nine-month period ended September 30, 2000, while interest expense on deposits increased by $538,935 over the same period. This resulted in an increase in net interest income of only $33,214, or 0.68%. As stated above, net interest margins were compressed due to the rapid decline in interest rates experienced during the first nine months of 2001. Other income was up $109,162 for the nine-month period ended September 30, 2001 compared to the same period in 2000. Again, this was the result of increases in certain service charges. Normal cost increases, combined with the aforementioned costs of branching activities, resulted in an overall increase in other expenses of $347,300 for the first nine months of 2001 compared to the first nine months of 2000. The lower net interest margins and increased operating costs resulted in a decrease in net income before tax of $209,924 for the nine-month period ended September 30, 2001 compared to the same period in 2000. The increase in income tax expense for the nine-month period ended September 30, 2001 compared to last year, was due to the availability of alternative minimum tax credits, which were exhausted in the first quarter of 2000. Financial Condition Total assets increased by $13,972,365, or 7.75% from December 31, 2000 to September 30, 2001. Net loans increased by $7,139,825 and investment securities increased by $2,040,093. 10 Total deposits increased by $12,188,306, or 7.64% from December 31, 2000 to September 30, 2001. Demand deposit and savings accounts increased by $1,349,801 during this period while time deposits increased by $10,838,505. Shareholders' equity totaled $21,135,589 at September 30, 2001 compared to $19,637,661 at December 31, 2000. The $1,497,928 increase was the result of earnings for the nine months combined with an increase in the market value of securities that are classified as available for sale, less the payment of dividends of $343,794. Regulatory guidelines relating to capital adequacy provide minimum risk-based ratios at the Bank level which assess capital adequacy while encompassing all credit risks, including those related to off-balance sheet activities. The Bank (a wholly owned subsidiary of the Company) exceeds all regulatory capital guidelines and is considered to be well capitalized. Forward-Looking Statements Certain information contained in this discussion may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by phrases such as "the Company expects," "the Company believes" or words of similar import. Such forward-looking statements involve known and unknown risks including, but not limited to, changes in general economic and business conditions, interest rate fluctuations, competition within and from outside the banking industry, new products and services in the banking industry, risk inherent in making loans such as repayment risks and fluctuating collateral values, problems with technology utilized by the Company, changing trends in customer profiles and changes in laws and regulations applicable to the Company. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. ================================================================================ Item 3: Quantitative and Qualitative Disclosures about Market Risk - -------------------------------------------------------------------------------- The principal goals of the Bank's asset and liability management strategy are the maintenance of adequate liquidity and the management of interest rate risk. Liquidity is the ability to convert assets to cash to fund depositors' withdrawals or borrowers' loans without significant loss. Interest rate risk management balances the effects of interest rate changes on assets that earn interest or liabilities on which interest is paid, to protect the Bank from wide fluctuations in its net interest income which could result from interest rate changes. Management must insure that adequate funds are available at all times to meet the needs of its customers. On the asset side of the balance sheet, maturing investments, loan payments, maturing loans, federal funds sold, and unpledged investment securities are principal sources of liquidity. On the liability side of the balance sheet, liquidity sources include core deposits, the ability to increase large denomination certificates, federal fund lines from correspondent banks, borrowings from the Federal Reserve Bank, as well as the ability to generate funds through the issuance of long-term debt and equity. Interest rate risk is the effect that changes in interest rates would have on interest income and interest expense as interest-sensitive assets and interest-sensitive liabilities either reprice or mature. Management attempts to maintain the portfolios of interest-earning assets and interest-bearing liabilities with maturities or repricing opportunities at levels that will afford protection from erosion of net interest margin, to the extent practical, from changes in interest rates. The Bank uses a number of tools to manage its interest rate risk, including simulating net interest income under various scenarios, monitoring the present value change in equity under the same scenarios, and monitoring the difference or gap between rate sensitive assets and rate sensitive liabilities over various time periods. 11 The earnings simulation model forecasts annual net income under a variety of scenarios that incorporate changes in the absolute level of interest rates, changes in the shape of the yield curve and changes in interest rate relationships. Management evaluates the effect on net interest income and present value equity from gradual changes in rates of up to 200 basis points up or down over a 12-month period. The following table presents the Bank's forecasts for changes in net income and market value of equity as of September 30, 2001. Table: Interest Rate Risk (dollars in thousands) Rate Shocked Interest Margin and Market Value of Equity - ------------------------------------------------------------------------------------------------------------------------------------ Rate Change -200bp 150bp -100bp -50bp 0bp +50bp +100bp +150bp +200bp ------ ------ ------ ----- --- ----- ------ ------ ------ Interest Income: Federal funds sold $ 245 $ 275 $ 304 $ 334 $ 364 $ 393 $ 423 $ 452 $ 482 Investments 1,898 1,905 1,912 1,918 1,924 1,929 1,935 1,940 1,940 Loans 11,376 11,531 11,680 11,824 11,963 12,100 12,236 12,372 12,507 ------------------------------------------------------------------------------------------------- Total interest income 13,519 13,711 13,896 14,076 14,251 14,422 14,594 14,764 14,929 Interest Expense: Deposits 6,926 7,027 7,127 7,228 7,328 7,461 7,594 7,727 7,861 Federal funds purchased - - - - - - - - - Other borrowings - - - - - - - - - ------------------------------------------------------------------------------------------------- Total interest expense 6,926 7,027 7,127 7,228 7,328 7,461 7,594 7,727 7,861 Interest Margin $ 6,593 $ 6,684 $ 6,769 $ 6,848 $ 6,923 $ 6,961 $ 7,000 $ 7,037 $ 7,068 Actual Dollars at Risk $ 330 $ 239 $ 154 $ 75 $ - $ - $ - $ - $ - Market value of assets $199,246 $197,981 $196,666 $195,291 $193,884 $192,452 $191,014 $189,583 $188,034 Market value of liabilities 180,148 179,347 178,546 177,746 176,945 176,144 175,344 174,543 173,742 ------------------------------------------------------------------------------------------------- Market Value of Equity $ 19,098 $ 18,634 $ 18,120 $ 17,545 $ 16,939 $ 16,308 $ 15,670 $ 15,040 $ 14,292 12 Part II: Other Information ================================================================================ Grayson Bankshares, Inc. and Subsidiary - -------------------------------------------------------------------------------- Item 1. Legal Proceedings There are no material pending legal proceedings to which the Company or its subsidiary is a party or of which any of their property is the subject. Item 2. Changes in Securities and Use of Proceeds Not applicable Item 3. Defaults Upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on 8-K None 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GRAYSON BANKSHARES, INC. Date: November 14, 2001 By: /s/ Jacky K. Anderson ------------------------------------- Jacky K. Anderson President and Chief Executive Officer Date: November 14, 2001 By: /s/ Blake M. Edwards, Jr. ------------------------------------- Blake M. Edwards, Jr. Chief Financial Officer